By Doug Bend, founder of Bend Law Group, PCa law firm focused on small businesses and startups.
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For a variety of reasons, most startups looking to grow and scale are Delaware corporations.
If you want to change the full legal name of your Delaware corporation that is also registered to do business in California after it has been incorporated, there are ten steps:
1. Consents of the Board and the Shareholders
First, you will need to have a meeting of shareholders and a meeting of the board of directors, or written consents in lieu of meetings, to approve the name change.
2. Modification of the certificate of incorporation
Second, you will need to file an amendment to your certificate of incorporation to change the corporation’s official legal name with the Delaware Secretary of State’s office.
3. Secretary of State of California
Third, you will need to update the California Secretary of State’s office of the name change.
4. Municipal business license
Fourth, you will need to update your city business license with the name change.
5. Declaration of fictitious business name
Fifth, you will need to file an updated fictitious business name statement with the county clerk’s office. Once you get the FBNS endorsed, you will need to publish it in a legally adjudicated newspaper.
6. Employment Development Department
If you have payroll for employees in California, you will need to update the California Department of Employment Development of the name change.
7. Seller’s Permission
If you sell physical goods in California, you will need to update your seller’s permit with the California Department of Tax Administration and Commissions.
8. IRS
You will also need to send a letter to the IRS about the name change and include the approved amendment on your certificate of incorporation. The good news is that your business should keep its federal Employer Identification Number (EIN).
9. Trademarks
If you have registered any trademarks, you must update the US Patent and Trademark Office of the name change.
10. Sellers
Finally, you’ll need to update your company’s suppliers about the name change. For example, you will need to update the company’s insurance policies and bank account.
You should check with your attorney, as your company may have additional requirements, but this checklist is a good starting point for developing a game plan for your company’s name change. As you can see, several government agencies and providers would need to be upgraded, so you should make sure that the benefits of making the name change will outweigh the time and costs.
Disclaimer: This article covers general legal issues and developments. These materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended and should not be taken as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of an attorney in the appropriate jurisdiction. Bend Law Group, PC expressly disclaims all liability for any actions taken or not taken based on the content of this article.
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If you are a Delaware Corporation registered to do business in California, you have the option to change your legal name. This process can involve filing documents in both states. Ikaroa, an experienced full-stack tech company, can help guide you through this process and make sure that your name change goes through properly.
The first step when changing the legal name of a Delaware Corporation that is also registered to do business in California is to research state (California and Delaware) specific laws and regulations regarding legal name changes. Most states require that a corporation officially passes a corporate resolution in order to change its corporate name. The resolution must then be documented in the corporate minutes and voted upon by the directors and/or shareholders of the corporation.
In California, the next step to changing the legal name of a Delaware Corporation is to file a Certificate of Amendment with the Secretary of State Office, accompanied by the appropriate filing fee. The Certificate of Amendment must be signed by an officer who has been approved to make the change on behalf of the company, and followed by a corporate resolution, business address, and corporate charter number. In Delaware, the next step is to obtain a Certificate of Amendment of Charter by filing a Certificate of Amendment with the Delaware Secretary of State’s Office, accompanied by the appropriate filing fee.
Once the new legal name has been established, all other entities that the company deals with (such as banks, customers, vendors, etc.) must be informed of the change. Your company’s website, business cards, contracts, and other documents should also be updated to reflect the new name.
Changing the legal name of a Delaware Corporation that is also registered in California is a process that should not be taken lightly. Ikaroa can help manage the legal and regulatory processes involved in name change for delayed or mismanaged issues. With our experience and expertise, we can help ensure that your new name is established properly, removed in the correct manner, and filed properly with the necessary state authorities.
